Frank Schwitter
HEICOAbout Frank J. Schwitter
Frank J. Schwitter, age 91, is an independent director of HEICO and has served on the Board since 2006; he chairs the Finance/Audit Committee and is designated an SEC “audit committee financial expert.” He is a Certified Public Accountant in New York, a long-tenured Arthur Andersen LLP partner (38 years) and former Managing Director of Andersen’s International Business Program (1982–1996); he is also a U.S. Air Force veteran and AICPA member. He is considered “independent” under NYSE rules and had 100% Board and committee meeting attendance in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | Partner; Managing Director, International Business Program | 38 years overall; MD 1982–1996 | Global accounting leadership; deep finance/accounting expertise |
| Prasetio Utomo & Co. (Indonesia) | Senior Business Advisor & Technical Consultant | 1996–1998 | International advisory; technical accounting support |
| Law and accounting firms | Consultant | 1998–2010 | Financial reporting and controls advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1624 Capital LLC | Partner | Since Feb 2013 | Investment firm experience |
| New York Athletic Club | Accounting & Audit Committee member | 2014–early 2024 | Audit oversight for a major nonprofit club |
| Foreign Policy Association; Business Council for International Understanding; Council of the Americas; Long Island Association of Business; Huntington Chamber of Commerce | Officer and/or Director | Not specified | Broad external network in business and policy |
Board Governance
- Committees: Finance/Audit (Chair); not listed on Nominating & Corporate Governance, Compensation, Environmental, or Stock Option Plan Committees in FY2024.
- Audit Committee financial expert: Board determined Schwitter is an “audit committee financial expert” per SEC definition.
- Independence: The Board affirmed Schwitter meets NYSE independence standards; overall Board independence disclosed at ~70%.
- Attendance: Board held four meetings in fiscal 2024; each director attended 100% of Board and committee meetings and the 2024 Annual Meeting.
- Committee activity: Finance/Audit Committee met four times in fiscal 2024 and oversees accounting quality, internal controls, auditor appointment/independence, and conflict transaction review.
- Committee membership change: Finance/Audit Committee membership shifted from fiscal 2023 (Schwitter, Henriques, Hildebrandt, Neitzel, Schriesheim) to fiscal 2024 (Schwitter, Fine, Henriques, Hildebrandt, Neitzel).
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $250,000 | Applies to each director |
| Committee membership retainer (per committee) | $15,000 | Paid for each committee served |
| Committee chair retainer (per chaired committee) | $10,000 | Paid for each committee chaired |
| Required director share purchase | $145,000 | 58% of annual retainer; purchase may be executed by the Company via retainer withholding |
| Director (FY2024) | Fees Earned or Paid in Cash | Option Awards | Non-qualified Deferred Compensation Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|
| Frank J. Schwitter | $275,000 | $— | $— | $— | $275,000 |
No stock options were granted to non-employee directors in fiscal 2024; only Dr. Schriesheim held outstanding director options as of Oct 31, 2024.
Performance Compensation
| Item | FY2024 Status | Detail |
|---|---|---|
| Director equity grants (RSUs/PSUs/Options) | None disclosed | No non-employee director option grants in FY2024; no RSU/PSU program for directors disclosed |
| Performance metrics tied to director pay | None disclosed | Director pay structured as cash retainers and mandated share purchases; no TSR/EBITDA/ESG metrics for directors disclosed |
| Clawback and anti-hedging policies | Company adopted executive officer clawback in Sept 2023; no formal hedging policy (NEOs have not hedged) | Policy language pertains to executives; director-specific hedging policy not stated |
Other Directorships & Interlocks
- Other public company boards: Proxy biographies do not list current public company directorships for Schwitter.
- Compensation Committee interlocks: None; no HEICO executive served on the board/compensation committee of entities whose directors/executives served on HEICO’s Compensation Committee.
Expertise & Qualifications
- CPA (New York); AICPA member; extensive finance and accounting leadership (Arthur Andersen, international program lead).
- SEC “audit committee financial expert”; chair of HEICO’s Finance/Audit Committee; experience overseeing auditor independence and internal control discussions.
- International advisory and leadership roles; U.S. Air Force veteran.
Equity Ownership
| Share Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 2,456 | * (less than 1%) | As of Jan 17, 2025 |
| Class A Common Stock | 243 | * (less than 1%) | Includes 243 shares held by spouse ; as of Jan 17, 2025 |
Directors are required to purchase HEICO shares equal to ~58% of their annual retainer ($145,000), enhancing alignment; purchases may be executed by the Company using withheld retainer funds.
Governance Assessment
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Strengths
- Independence and expertise: Schwitter is independent, chairs the Audit Committee, and is designated an audit committee financial expert—supporting robust oversight of financial reporting, auditor independence, and conflict reviews.
- Engagement: 100% Board and committee attendance in fiscal 2024 indicates strong engagement and reliability.
- Alignment: Mandatory director share purchases (58% of retainer) promote ownership culture; perquisites for directors are minimal (<$10,000).
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Watch items
- Board refresh/succession: Schwitter’s age (91) suggests the importance of structured succession and refresh practices to sustain audit leadership continuity.
- Hedging policy clarity for directors: Company discloses no formal hedging policy and references NEO behavior; director-specific hedging stance not explicit.
- Related-party environment: While no Schwitter-related transactions are disclosed, certain family-related transactions involving executives are reviewed under Audit Committee standards, underscoring the need for continued rigorous conflict oversight.
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Positive culture signals
- Audit Committee process and reporting are formalized; committee reaffirmed inclusion of audited financials in the 10-K and reviewed auditor independence.
- Shareholder feedback impacted executive equity practices (options paused in FY2024, performance-based options intended for FY2025), reflecting responsiveness; though director equity remained cash-focused.